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Revised Laws of Saint Lucia (2023)

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1. Citation

This Order may be cited as the International Business Companies (Declaration of Head Office Company) Order.

PART 1 SHORT TITLE AND INTERPRETATION

2. Interpretation

PART 1A MONITORING OF COMPLIANCE

(Part 1A inserted by Act 2 of 2022)

2A. Function of the Minister

2B. Delegation of functions

2C. Power to require the production of information

2D. Power to enter premises to obtain information

PART 2 REGISTRATION AND CONSTITUTION OF COMPANIES

3. Business purposes

4. Application for Registration

5. Registration

5A. Companies registered from the 1 day of January, 2019

5B. Liability to pay income tax as a resident

6. Certificate of incorporation

9. Amendment of memorandum or articles

12. Prohibitions

15. Validity of acts of company

16. Personal liability

PART 3 CAPITAL AND DIVIDENDS

17. Consideration for shares

18. Kind of consideration for shares

19. Amount of consideration for shares

20. Fractional shares

21. Authorised capital in several currencies

22. Capital and surplus accounts

23. Dividend of shares

24. Increase or reduction of authorised capital

25. Division and combination

26. Nature of shares

27. Share certificates

28. Share register and register of beneficial owner

29. Rectification of share register

30. Transfer of registered shares

31. Transfer of registered shares of deceased, incompetent or bankrupt

33. Acquisition of own shares

34. Treasury shares disabled

35. Increase or reduction of capital

37. Appreciation of assets

PART 4 REGISTERED OFFICE AND REGISTERED AGENT

38. Registered office

39. Registered agent

40. Resignation of registered agent

41. Change of registered office or registered agent

PART 5 DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS

42. Management by directors

43. Election, term and removal of directors

44. Number of directors

45. Powers of directors

46. Emoluments of directors

47. Committees of directors

48. Meetings of directors

49. Notice of meetings of directors

50. Quorum for meetings of directors

51. Consents of directors

52. Alternates for directors

53. Officers and agents

54. Standard of care

55. Reliance on records and reports

56. Conflicts of interest

57. Indemnification

PART 6 PROTECTION OF MEMBERS AND CREDITORS

59. Meetings of members

60. Notice of meetings of members

61. Quorum for meetings of members

62. Voting by members

63. Consents of members

64. Service of notice on members

65. Service of process

66. Books, records and common seal

67. Inspection of books and records

68. Contracts generally

69. Contracts before incorporation

70. Contracts for payments or transfer

71. Notes and bills of exchange

72. Power of attorney

73. Authentication or attestation

74. Company without members

PART 7 MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS

75. Interpretation for purposes of Part 7

76. Merger or consolidation

77. Merger with subsidiary

78. Effect of merger or consolidation

79. Merger or consolidation with foreign company

80. Disposition of assets

81. Redemption of minority shares

82. Arrangements

83. Rights of dissenters

PART 8 CONTINUATION

84. Continuation

85. Provisional registration

86. Certificate of continuation

87. Effect of continuation

88. Continuation under foreign law

PART 9 WINDING-UP, DISSOLUTION AND STRIKING-OFF

89. Compulsory winding-up and dissolution

90. Voluntary winding-up, and dissolution

91. Powers of directors

92. Appointment and duties of liquidator

93. Powers of liquidator

96. Winding-up and dissolution for unpaid claims

97. Winding-up and dissolution by Court

98. Receivers and managers

99. Striking-off

100. Restoration to Register

101. Effect of striking-off

102. Appointment of official liquidator

103. Dissolution of company struck-off

PART 10 FEES AND PENALTIES

104. Fees to be prescribed

106. Recovery of fees

107. Liability of fees

108. No action pending payment

PART 11 INCOME TAX AND OTHER TAXES, DUTIES AND EXCHANGE CONTROL RESTRICTIONS

109. Exemption from income tax and other taxes

109A. Exemption from stamp duty

110. Exemption for dividends and distributions

112. Exemption from exchange controls

113. Tax concessions

113A. Concessions for a head office company

PART 12 MISCELLANEOUS

114. Employment of Registrar

115. Form of certificate

116. Certificate of good standing

117. Inspection

118. Filed memorandum and articles

119. Optional registration of registers

120. Charging of assets and registration of the charge and mortgage

121. Jurisdiction

122. Declaration by Court

123. Judge in Chambers

124. Regulations

SUBSIDIARY LEGISLATION

International Business Companies Regulations – Section 124 (Statutory Instruments 29/2000 72/2000, 38/2001, 110/2001, 147/2012, 73/2015, 8/2017, 32/2019 and 140/2019)

2. Interpretation

3. Incorporation and registration

4. Certificate of incorporation

5. Registration of amendment to memorandum or articles

6. Change of name

7. Reservation of name

7A. Annual shareholder return

7B. Shareholder default declaration

7C. List of defaulting companies

8. Change of registered agent and office

8A. Annual director return

8B. Declaration of receipt of annual director return

8C. List of failure to submit annual director return

9. Merger or consolidation

10. Arrangement

11. Articles of Continuation

12. Dissolution

12A. Notice of failure to submit records

12B. Declaration of unaudited financial statement and record

12C. Receipt declaration

13. Certificate of good standing

13A. Certificate of compliance

14. Inspection of register

16. Business hours

17. Application to renew registration

REGISTERED SHARES

SHARES, AUTHORISED CAPITAL AND CAPITAL

TRANSFER OF SHARES

TRANSMISSION OF SHARES

REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL

MEETINGS AND CONSENTS OF MEMBERS

POWERS OF DIRECTORS

PROCEEDINGS OF DIRECTORS

CONFLICT OF INTERESTS

INDEMNIFICATION

PENSION AND SUPERANNUATION FUNDS

VOLUNTARY WINDING UP AND DISSOLUTION

International Business Companies (Declaration of Head Office Company) Order – Section 113A(1) (Statutory Instruments 82/2017, 126/2018, 127/2018, 128/2018, 28/2020 and 71/2020)

2. Declaration of head office company

International Business Companies (Declaration of Head Office Company) (Digicel International Finance Limited) Order – Section 113A(1) (Statutory Instrument 6/2022)

1. Citation and commencement

2. Declaration of head office company

International Business Companies (Declaration of Head Office Company) (Sandals Resorts Management Limited) Order – Section 113A(1) (Statutory Instrument 219/2022)

1. Citation and commencement

2. Declaration of head office company